8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT of 1934

DATE OF REPORT (Date of earliest event reported): July 24, 2003

Anthony & Sylvan Pools Corporation

(Exact name of registrant as specified in its charter)

Commission File No. 000-26991

Ohio (State of Incorporation) 31-1522456 (IRS Employer Identification No.)

6690 Beta Drive, Mayfield Village, Ohio (Address of Principal Executive Offices) 44143 (Zip Code)

Registrant’s telephone number, including area code: (440) 720-3301

NOT APPLICABLE

(Former name or former address, if changed since last report)

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits – The following exhibit is provided as part of the information furnished under Item 9 and Item 12 of this Current Report on Form 8-K:

Exhibit	Description
99.1	Anthony & Sylvan Pools Corporation press release dated July 24, 2003 announcing 2003 second quarter and six months results

Item 9. Regulation FD Disclosure

The following information is being furnished under Items 9 and 12 of Form 8-K: On July 24, 2003, Anthony & Sylvan Pools Corporation (the “registrant”) issued a press release setting forth its June 30, 2003 second quarter and six months financial results. A copy of registrant’s press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

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
By:	/s/    WILLIAM J. EVANSON
	William J. Evanson
	Executive Vice President and Chief Financial Officer

Dated: July 25, 2003

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[Exhibit Index]

Item No.	Description
99.1	Press Release, dated July 24, 2003

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: William J. Evanson

Executive Vice President & Chief Financial Officer

(440) 720-3301

ANTHONY & SYLVAN POOLS CORPORATION REPORTS

SECOND QUARTER RESULTS

Mayfield Village, Ohio (July 24, 2003) – Anthony & Sylvan Pools Corporation (NASDAQ: SWIM) today announced results for its second quarter ended June 30, 2003. Net sales for the quarter were $59,195,000, an increase of 1.8% compared with $58,138,000 reported a year ago. Net income for the second quarter of $3,343,000, or $0.63 per share, compared with net income of $3,092,000, or $0.56 per share, in the second quarter of 2002. Net income for the second quarter of last year included ($529,000), or ($0.09) per share, from discontinued operations. For the six months ended June 30, 2003, revenues of $77,479,000 declined 4.7% compared with $81,271,000 for the same period last year. The company reported a net loss of ($610,000) for the six months ended June 30, 2003, compared with net income of $133,000 for the six months ended June 30, 2002. Included in the six months results from last year was a net loss from discontinued operations of ($1,121,000), or ($0.20) per share.

In 2002, the Company exited two geographic markets in Florida. The financial results of these businesses are reported as discontinued operations. In accordance with generally accepted accounting principles, earnings, assets and liabilities of the discontinued operations are shown separately in the income statement and balance sheet, respectively, for all periods presented, where applicable. All information in this earnings release, including all supplemental information, reflects continuing operations, unless otherwise noted.

Commenting on the results, Stuart D. Neidus, Anthony & Sylvan’s Chairman and Chief Executive Officer, said, “A rainy Spring cost us a number of production days in the Northeast. Our backlog remains good and we are attempting to add additional construction capacity in several markets.” Mr. Neidus commented on the outlook for the remainder of the year by stating, “We continue to focus on developing our sales force and accommodating and satisfying our customers. All indications point to an improvement over last year’s second half performance.”

Anthony & Sylvan (www.anthonysylvan.com) operates in the leisure industry, offering in-ground, concrete residential swimming pools, spas and related products to its customers. The Company serves its customers through a network of 39 sales design centers in 22 geographic markets in 16 states. It also sells pool-related consumables, replacement parts, equipment and supplies through retail service centers.

This earnings release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations, and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. The Company assumes no obligation to update or revise any such statements, whether as a result of new information or otherwise. All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to: dependence on existing management; consumer spending; market conditions and weather. A number of those risks, trends and uncertainties are discussed in the Company’s SEC reports, including the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved.

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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollars in thousands)

	June 20, 2003		December 31, 2002
	(unaudited)		(audited)
Assets
Current Assets:
Cash and cash equivalents	$	4,972	$	432
Contract receivables, net		6,207		8,354
Inventories		7,179		5,841
Prepayments and other		3,316		3,655
Deferred income taxes		1,889		1,936
Total current assets		23,563		20,218
Property, plant and equipment, net		6,841		7,794
Goodwill, net		26,276		26,276
Deferred income taxes		108		373
Other		2,866		2,951
Total assets	$	59,654	$	57,612
Liabilities and Shareholders’ Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	—
Accounts payable		9,396		4,310
Accrued expenses		15,669		11,149
Net liabilities of discontinued operations		684		1,169
Accrued income taxes		—		14
Total current liabilities		25,749		16,642
Long-term debt		—		6,300
Other long-term liabilities		3,317		3,526
Commitments and contingencies		—		—
Shareholders’ equity		30,588		31,144
Total liabilities and shareholders’ equity	$	59,654	$	57,612

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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2003 and 2002

(In thousands, except per share data)

	Three Months Ended June 30,					Six Months Ended June 30,
	2003		2002			2003			2002
Net sales	$	59,195	$	58,138		$	77,479		$	81,271
Cost of sales		40,131		39,520			55,200			57,257
Gross profit		19,064		18,618			22,279			24,014
Operating expenses		13,791		12,804			23,057			21,862
Operating income/(loss) from continuing operations		5,273		5,814			(778	)		2,152
Interest and other expense		50		21			175			146
Income/(loss) before income taxes from continuing operations		5,223		5,793			(953	)		2,006
Income taxes		1,880		2,172			(343	)		752
Net income/(loss) from continuing operations		3,343		3,621			(610	)		1,254
Loss from discontinued operations, net of income taxes		—		(529	)		—			(1,121	)
Net income/(loss)	$	3,343	$	3,092		$	(610	)	$	133
Basic Earnings per share:
Basic income/(loss) per share from continuing operations	$	0.64	$	0.67		$	(0.12	)	$	0.23
Basic income/(loss) per share from discontinued operations		—		(0.10	)		—			(0.21	)
Net income/(loss)	$	0.64	$	0.57		$	(0.12	)	$	0.02
Diluted Earnings per share:
Diluted income/(loss) per share from continuing operations	$	0.63	$	0.65		$	(0.12	)	$	0.22
Diluted income/(loss) per share from discontinued operations		—		(0.09	)		—			(0.20	)
Net income/(loss)	$	0.63	$	0.56		$	(0.12	)	$	0.02
Average shares outstanding:
Basic		5,245		5,389			5,245			5,498
Diluted		5,306		5,532			5,245			5,642

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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2003 and 2002

(Dollars in thousands)

	For the Six Months Ending June 30,
	2003			2002
Cash Flows from Operating Activities:
Net income/(loss)	$	(610	)	$	133
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss from discontinued operations		—			1,121
Depreciation		1,326			1,316
Deferred taxes and other non-cash items		431			401
Changes in operating assets and liabilities:
Contract receivables		2,147			9,813
Inventories		(1,338	)		(1,894	)
Prepayments and other		339			532
Accounts payable		5,086			2,634
Accrued expenses and other		4,382			2,672
Net cash provided by operating activities		11,763			16,728
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(438	)		(1,211	)
Net cash used in investing activities		(438	)		(1,211	)
Cash Flows from Financing Activities:
Repayments of long-term debt		(6,300	)		(7,555	)
Proceeds from stock option exercise		—			34
Treasury stock purchases		—			(2,513	)
Net cash used in financing activities		(6,300	)		(10,034	)
Increase in Cash and Cash Equivalents		5,025			5,483
Net cash used in discontinued operations		(485	)		(1,870	)
Cash and Cash Equivalents:
Beginning of period		432			351
End of period	$	4,972		$	3,964

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