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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 June 30, 2002
---------------------------------
+--+
| | 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
- ---------------------------------------------------------------------
(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
------------------
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 August 7, 2002
- --------------------------- -----------------------------
Common Shares, no par value 4,842,161 Shares
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002
INDEX
Sequential
Page No.
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Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 2002 and December 31, 2001............... 3
Unaudited Condensed Consolidated Statements
of Income -Three Months and Six Months Ended
June 30, 2002 and 2001.......................... 4
Unaudited Condensed Consolidated Statements
of Cash Flows - Six Months Ended
June 30, 2002 and 2001.......................... 5
Notes to Unaudited Condensed Consolidated
Financial Statements ............................. 6-8
Independent Accountants' Review Report.............. 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.. 10-12
Part II - Other Information
Item 1. Legal Proceedings.............................. 13
Item 2. Changes in Securities.......................... 13
Item 4. Submission of Matters to a Vote of Security
Holders........................................ 13
Item 6. Exhibits and Reports on Form 8-K............... 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, December 31,
2002 2001
-------- ------------
(unaudited) (audited)
ASSETS
Current Assets:
Cash and cash equivalents ................................................ $ 3,964 $ 351
Contract receivables, net ............................................... 7,433 16,897
Inventories, net ....................................................... 7,872 5,799
Prepayments and other .................................................. 1,796 2,346
Deferred income taxes .................................................. 1,940 2,037
-------- --------
Total current assets ................................................ 23,005 27,430
Property, Plant and Equipment, net ............................................. 9,074 9,307
Goodwill, net ................................................................. 26,276 26,276
Deferred income taxes .......................................................... -- 146
Other .......................................................................... 2,798 2,839
-------- --------
$ 61,153 $ 65,998
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt ................................... $ -- $ 5
Accounts payable ....................................................... 9,807 7,383
Accrued expenses ....................................................... 15,460 13,029
Accrued income taxes ................................................... 48 67
-------- --------
Total current liabilities ........................................... 25,315 20,484
Long-term Debt ................................................................. -- 7,550
Deferred Income Tax Liabilities ................................................ 99 --
Other Long-term Liabilities .................................................... 2,392 2,335
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, 4,849,861 shares issued and 4,842,161
outstanding at June 30, 2002 and 5,106,755 shares issued and 5,106,455
outstanding at December 31, 2001 .................................... 38,457 40,305
Unearned stock compensation ............................................ (522) --
Treasury share equivalents,
1,080,599 shares at June 30, 2002
and 1,073,199 at December 31, 2001 ................................... (5,637) (5,592)
Retained earnings ...................................................... 1,049 916
-------- --------
Total shareholders' equity 33,347 35,629
-------- --------
$ 61,153 $ 65,998
======== ========
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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(In thousands, except share data)
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
------ ------- -------- ------
Net sales.................... $ 63,372 $ 68,685 $ 91,665 $ 94,774
Cost of sales................ 44,359 47,072 66,742 68,170
-------- -------- -------- --------
Gross profit............... 19,013 21,613 24,923 26,604
Operating expenses(a)........ 14,036 15,091 24,558 25,213
-------- -------- -------- --------
Income from operations..... 4,977 6,522 365 1,391
Interest and other .......... 30 (7) 152 139
-------- -------- -------- --------
Income before income taxes. 4,947 6,529 213 1,252
Provision for income taxes... 1,855 2,345 80 244
-------- -------- -------- --------
Net income(a).............. $ 3,092 $ 4,184 $ 133 $ 1,008
======== ======== ======== =======
Earnings per share:
Basic $0.63 $0.82 $.03 $.20
======= ======= ======= ======
Diluted $0.61 $0.79 $.03 $.19
======= ======= ======= ======
Average shares outstanding:
Basic 4,899 5,126 4,998 5,117
======= ======= ======= =======
Diluted 5,029 5,264 5,129 5,254
======= ======= ======= =======
(a) Operating expenses include a non-cash deferred compensation credit of
$575 and goodwill amortization expense of $368 in the six months ended
June 30, 2001 and goodwill amortization expense of $184 in the three
months ended June 30, 2001. Adjusting for these items, the pro forma net
income for the six months ended June 30, 2001 would have been $737 or
$0.14 per diluted share and the pro forma net income for the three months
ended June 30, 2001 would have been $4,304 or $0.82 per diluted share.
See notes to unaudited condensed consolidated financial statements.
4
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Dollars in thousands)
Six Months Ended
June 30,
2002 2001
--------- -------
Cash Flows from Operating Activities:
Net income..................................... $ 133 $ 1,008
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization............... 1,459 1,686
Non-cash deferred compensation.............. 64 (575)
Deferred income taxes....................... 342 -
Other....................................... 52 7
Changes in operating assets and liabilities net of assets acquired:
Contract receivables........................ 9,464 3,219
Inventories................................. (2,073) (558)
Prepayments and other....................... 550 88
Accounts payable............................ 2,424 3,501
Accrued expenses and other.................. 2,412 5,023
-------- -------
Net cash provided by operating activities. 14,827 13,399
-------- -------
Cash Flows from Investing Activities:
Additions to property, plant and equipment..... (1,269) (2,197)
Other.......................................... 89 (117)
-------- ------
Net cash used in investing activities..... (1,180) (2,314)
-------- ------
Cash Flows from Financing Activities:
Repayment of long term debt.................... (7,555) (1,282)
Proceeds on exercise of stock options.......... 34 -
Proceeds on issuance of shares................. - 250
Purchase of treasury shares.................... (2,513) (2,000)
-------- -------
Net cash used in financing activities..... (10,034) (3,032)
-------- -------
Net increase in cash and cash equivalents......... 3,613 8,053
Cash and Cash Equivalents:
Beginning of period............................. 351 422
-------- -------
End of period................................... $ 3,964 $ 8,475
======== =======
Supplemental Cash Flow Information:
Interest paid $ 157 $ 147
======== =======
Income taxes paid $ (399) $ 530
======== =======
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
June 30, 2002 and statements of income and cash flows for the
three-month and six-month periods ended June 30, 2002 and 2001 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, 2001, except for the adoption of SFAS 142 as further
described in Note 7, 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 six-month period ended June 30, 2002 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 is based on the combined weighted average number of
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 SIX-MONTHS ENDED
JUNE 30, JUNE 30,
2002 2001 2002 2001
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
Numerator
Net income available
to common shareholders $ 3,092 $ 4,184 $ 133 $ 1,008
======= ======= ====== =======
Denominator
Weighted average common
shares outstanding 4,899 5,126 4,998 5,117
Dilutive effect of
stock options 130 138 131 137
------- ------- ------ -------
Denominator for net
Income per
diluted share 5,029 5,264 5,129 5,254
======= ======= ====== =======
6
Earnings per share:
Basic $ 0.63 $ 0.82 $ .03 $ .20
======= ======= ====== =======
Diluted $ 0.61 $ 0.79 $ .03 $ .19
======= ======= ====== =======
(4) CAPITAL STOCK
On May 1, 2002, the Board of Directors authorized a 10% stock
dividend to be distributed on or about May 30, 2002 to shareholders of
record on May 16, 2002. The unaudited condensed consolidated financial
statements have been retroactively restated to reflect the number of
shares outstanding following the dividend.
On May 8, 2002, the Company purchased a block of approximately
337,000 shares of its common stock in a private transaction for
approximately $2.4 million.
(5) DEBT
The company has a $35 million revolving credit facility
("Credit Facility") with a group of banks secured by the assets of the
Company. 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 June 30, 2002, there were no outstanding
borrowings under the Credit Facility and the available borrowings were
$7.2 million. The Company is in compliance with all of its debt
covenants under the Credit Facility.
(6) 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) NEW ACCOUNTING STANDARDS
The Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," effective
January 1, 2002. Upon adoption, the Company ceased to amortize $26.3
million of goodwill. It had recorded $368,000 of amortization of
goodwill in the six-months ended June 30, 2001 and $184,000 in the
three-months ended June 30, 2001 and would have recorded similar
amounts of amortization in 2002. Excluding any goodwill amortization in
the six-months ended June 30, 2001 would have increased the reported
net income to $1,312,000 or $0.25 per diluted share, for the six-month
period and to $4,304,000 or $0.82 per diluted share, in the three-month
period ended June 30, 2001.
In lieu of amortization, the Company was required to perform
an initial impairment review of goodwill before June 30, 2002. This
initial impairment review was completed during the first quarter of
7
2002. Based on the results of the review, management does not believe
any impairment of goodwill exists.
On January 1, 2002, the Company adopted 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 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. The distinction
is important because assets held-for-sale are stated at the lower of
their fair values or carrying amounts and depreciation is no longer
recognized. The adoption of Statement No. 144 did not have a
significant impact on the consolidated financial position, results of
operations or cash flows of the Company.
In July 2002, the FASB issued SFAS 146, Accounting for Costs
Associated with Exit or Disposal Activities. It addresses issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring
activities that are currently accounted for pursuant to the guidance
that the Emerging Issues Task Force (EITF) set forth in EITF Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." Examples of costs covered by the standard include
lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operations, plant
closing, or other exit or disposal activity. SFAS 146 is scheduled to
replace Issue 94-3 on January 1, 2003 for exit or disposal activities
that are initiated after December 31, 2002. Earlier adoption is
encouraged. The Company has not yet determined the timing of adoption
or the impact of SFAS 146.
(8) SUBSEQUENT EVENTS
None
8
INDEPENDENT ACCOUNTANTS' REVIEW 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
June 30, 2002, and the related condensed consolidated statements of income
and cash flows for the three-month and six-month periods ended June 30, 2002.
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 auditing standards generally accepted in the
United States of America, 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.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Anthony & Sylvan Pools Corporation and subsidiaries as of December 31, 2001,
and the related consolidated statements of income, shareholders' equity, and
cash flows for the year then ended (not presented herein); and in our report
dated February 15, 2002 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of December 31,
2001, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
As discussed in Note 7 to the condensed consolidated financial statements,
the Company changed its method of accounting for goodwill in 2002.
KPMG LLP
July 23, 2002
9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
CRITICAL ACCOUNTING POLICIES
The Company's discussion and analysis of its financial condition and results
of operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The Company believes the following critical
accounting policies affect its more significant estimates and assumptions
used in the preparation of its consolidated financial statements.
REVENUE RECOGNITION Revenue from pool installation contracts is recognized on
the percentage-of-completion accounting method based on the proportion of
total costs incurred during the various phases of installation as a
percentage of total estimated contract costs. Revisions in cost and revenue
estimates are reflected in the period in which the facts requiring such
revisions become known. Provision is made currently for estimated losses on
uncompleted installations. The majority of the Company's contracts call for
progress payments to be made while completing individual phases of the
installation until the final phases of installation, at which time the
remaining portion is recognized as a contract receivable. Progress payments
in excess of revenue recognized are classified as billings in excess of costs
and estimated earnings on uncompleted contracts, and are included in accrued
expenses. Unbilled contract receivables are not material at any point in
time. Contract costs include direct material, labor, subcontract costs and
overheads. Selling and administrative expenses are charged to income as
incurred.
WARRANTY The Company accrues an estimate of warranty claims using regression
analysis formulas and estimates of the aggregate liability for claims based
on the Company's historical experience. The portion of claims the Company
estimates will not be paid within one year is included in other long-term
liabilities.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2002 COMPARED WITH THREE MONTHS ENDED JUNE 30,
2001
Net sales of $63.4 million for the three-months ended June 30, 2002 decreased
7.7% from $68.7 million for the same period in fiscal 2001. The decrease was
primarily attributable to a decrease in unit production as a result of some
areas of the business experiencing more consumer constraint and price
sensitivity, partially offset by increases in average selling prices compared
with a year earlier.
Gross profit decreased $2.6 million to $19.0 million in 2002 from $21.6
million in 2001, primarily as a result of the decrease in net sales. Gross
profit, as a percentage of sales for the three months, decreased from 31.5%
of net sales to 30.0% as a result of higher material, subcontractor and other
costs incurred in some of our markets which have not been fully offset by
increases in average selling prices.
Operating expenses, consisting of selling and administrative expenses,
decreased by $1.1 million to $14.0 million in 2002 from $15.1 million in
2001. As a percentage of sales, operating expenses increased slightly from
22.0% in 2001 to 22.1% in 2002. The decrease in operating expenses was partly
10
attributable to decreases in headcount, professional fees and goodwill
amortization.
The effective tax rate increased from 35.9% in 2001 to 37.5% in 2002 as a
result of the annualized effect of a credit to non-cash deferred compensation
in 2001, which was not included for tax purposes.
As a result of the above items, net income for the three-month period
decreased from $4.2 million in 2001 to $3.1 million in 2002. Net income per
diluted share decreased $0.18 per share to $0.61 in 2002.
SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001
Net sales of $91.7 million for the six-months ended June 30, 2002 decreased
3.3% from $94.8 million for the same period in fiscal 2001. The decrease was
primarily attributable to a decrease in unit production as a result of lower
consumer confidence levels that began to emerge in the second half of 2001,
partially offset by increases in average selling prices compared with a year
earlier.
Gross profit decreased $1.7 million from $26.6 million in 2001 to $24.9
million in 2002 as a result of the decrease in net sales. Gross profit as a
percentage of sales for the six months decreased from 28.1% of net sales to
26.8%, primarily as a result of a combination of the decrease in revenues
and higher direct costs not being fully offset by increases in average
selling prices.
Operating expenses, consisting of selling and administrative expenses
decreased $0.7 million from $25.2 million in 2001 to $24.5 million in 2002.
As a percentage of sales, operating expenses increased slightly from 26.6% in
2001 to 26.8% in 2002. The decrease in operating expenses was partially
attributable to decreases in headcount, professional fees and goodwill
amortization. Included in 2001 results was a credit of $.6 million for
non-cash deferred compensation related to the Company's long-term incentive
plan, which was amended in the first quarter of 2001.
The effective tax rate increased from 19.5% in 2001 to 37.5% in 2002,
primarily as a result of the $0.6 million non-cash deferred compensation
which was included in the 2001 results. This item was not included for tax
purposes.
As a result of the above net income for the six-month period decreased $0.9
million to $0.1 million in 2002. Net income per diluted share, decreased
$0.16 per share from $0.19 per share from the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $14.8 million for the six-months
ended June 30, 2002 compared with $13.4 million in the same period in fiscal
2001. The increase is attributable to reductions in receivables of $9.5
million in 2002 compared with reductions of $3.2 million in 2001, partially
offset by larger increases in inventory and smaller increases in accounts
payable and accrued expenses when compared with the same period last year.
The Company had $16.9 million of receivables at December 31, 2001 compared
with $11.6 million at December 31, 2000 as a result of increased revenue
generated under deferred payment sales programs run in the Company's
Northeast markets during the fourth quarter of each year. The majority of the
revenue generated under these programs was collected during the first quarter
of each of the years. Cash used in investing activities decreased $1.1
million from $2.3 million in 2001 to $1.2 million in 2002 as a result of
lower capital expenditures. The remaining cash provided by operating
activities was used to repay bank borrowings,
11
reducing long-term debt to zero and to finance approximately $2.5 million of
treasury stock purchases.
The Company has a $35 million revolving credit facility ("Credit Facility")
with a group of banks secured by the assets of the Company. Total available
borrowing capacity under the Credit facility at June 30, 2002 was $7.2
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.
The Company is exposed to cash flow and 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 weighted average interest rates on
long-term debt at June 30, 2002 is included in the Unaudited Condensed
Consolidated Financial Statements and the Notes to the Unaudited Condensed
Consolidated Financial Statements.
Prior to an amendment of the Company's Long-Term Incentive Plan on April 1,
2001, the Company's financial results were 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 or award plan. As a result
of the amendment, the Company no longer accounts for any portion of the Plan
as a variable plan.
CYCLICALITY AND SEASONALITY
The Company believes that the in-ground swimming pool industry is strongly
influenced by general economic conditions and 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 two-thirds 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.
12
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
10.1 Amendment No. 4 dated as of June 30, 2002 to the Credit
Agreement dated as of July 8, 1999 among Anthony and Sylvan
Pools Corporation and the Lending Institutions - National
City Bank, Firstar Bank, N.A. and LaSalle Bank N.A.
99.1 Certification pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
13
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)
Stuart D. Neidus
------------------------------------
STUART D. NEIDUS
Chairman and Chief Executive Officer
(Principal Executive Officer)
William J. Evanson
------------------------------------
WILLIAM J. EVANSON
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
Date: August 13, 2002
14