8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  April 24, 2003

SCP POOL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-26640	36-3943363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

109 Northpark Boulevard, Covington, Louisiana	70433-5001
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(985) 892-5521

SCP POOL CORPORATION

Item 7.		Financial Statements and Exhibits
	a.–b.	Financial statements of businesses acquired and pro forma financial information
		None.
	c.	Exhibits
	Exhibit Number 99	Description
		Press Release dated as of April 24, 2003, announcing the Company’s first quarter earnings results.
Item 9.		Regulation FD Disclosure including information provided under Item 12, “Results of Operations and Financial Condition”
		The following information is being provided under Form 8-K Items 9 and 12. On April 24, 2003, SCP Pool Corporation, a Delaware corporation, announced their first quarter earnings results. A copy of the press release is filed herewith as Exhibit 99.

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 hereunto duly authorized on April 24, 2003.

SCP POOL CORPORATION

By:  /s/ Craig K. Hubbard

Craig K. Hubbard

Chief Financial Officer, Treasurer
and Secretary

EX-99

SCP Pool Corporation

Craig K. Hubbard
Chief Financial Officer
985.801.5117
craig.hubbard@scppool.com

FOR IMMEDIATE RELEASE

SCP POOL CORPORATION REPORTS FIRST QUARTER RESULTS

_________________

COVINGTON, La. (April 24, 2003) – SCP Pool Corporation (the “Company” or “SCP”) (Nasdaq/NM: POOL) today reported results for the first quarter of 2003.

Net sales for the three months ended March 31, 2003 increased $25.0 million, or 15%, to $196.4 million, compared to $171.4 million in the first quarter of 2002. Base business growth of 6% contributed $10.3 million to the increase, while service centers acquired from Fort Wayne Pools, Inc. in August 2002 and service centers consolidated with the acquired locations accounted for the remaining increase. Same store sales growth was also 6% in the first quarter of 2003.

Gross profit for the three months ended March 31, 2003 increased $9.0 million, or 21%, to $52.5 million from $43.5 million in the same period in 2002. This increase was primarily due to the increase in net sales. Gross profit as a percentage of net sales (gross margin) increased 130 basis points to 26.7% in the first quarter of 2003 from 25.4% in the comparable 2002 period. The base business gross margin improved 90 basis points to 26.2% in 2003 from 25.3% in 2002 primarily due to our reconciliation of vendor rebates and improved selling and purchasing practices. The remaining increase in gross margin is attributable to the Fort Wayne acquired business.

Operating expenses in the three months ended March 31, 2003 increased $9.8 million, or 25%, to $49.0 million from $39.2 million in the first quarter of 2002. Operating expenses as a percentage of net sales increased 200 basis points to 24.9% in 2003 from 22.9% in 2002. Base business operating expenses as a percentage of net sales increased 120 basis points to 23.5% in 2003 from 22.3% in 2002 primarily due to additional payroll, incentive compensation and other supporting expenses that increased at a rate faster than the increase in seasonal net sales in the first quarter of 2003.

Earnings per share for the first quarter of 2003 decreased to $0.06 per diluted share on net income of $1.5 million, compared to $0.07 per diluted share on net income of $1.9 million last year, primarily due to the dilutive effect of the Fort Wayne Acquisition as a result of the accentuated seasonality of its network which is predominantly located in northern markets (see addendum).

Cash used in operations in the first quarter of 2003 was $32.7 million compared to cash used in operations of $19.3 million in the same period in 2002. This $13.4 million increase is primarily due to the $12.6 million increase in accounts receivable between periods.

“Our season is off to a solid start. The seasonally dilutive impact of the Fort Wayne Acquisition was as expected and the efforts to integrate it together with our continuous investments to enhance our infrastructure and our value proposition are expected to yield positive results in 2003 and beyond. Our first quarter represented a positive first step despite the extended cold weather in most northern markets,” commented Manuel Perez de la Mesa, President and CEO.

POOL Reports First Quarter 2003 Results
Page 2
April 24, 2003

At March 31, 2003, 170 service centers were included in the base business calculations. Of the excluded service centers, eight were acquired within the last 15 months and 13 were existing service centers that were consolidated with acquired locations. In addition to the 21 service centers excluded from the base business calculations, the same store calculations also excluded ten new service centers open less than 15 months and 14 locations affected by new service center openings in the immediate market areas within the last 15 months.

SCP Pool Corporation is the world’s largest wholesale distributor of swimming pool supplies and related products. As of April 24, 2003, the Company distributes more than 60,000 national brand and private label products to over 45,000 customers through 191 service centers in North America and Europe. For more information about SCP, please visit www.scppool.com.

This news release includes “forward-looking” statements that involve risk and uncertainties. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including the sensitivity of the swimming pool supply business to weather conditions and other risks detailed in the Company’s 2002 Form 10-K filed with the Securities and Exchange Commission.

POOL Reports First Quarter 2003 Results
Page 3
April 24, 2003

Consolidated Statements of Income
(Unaudited)		Three Months Ended
(In thousands, except per share data)		March 31,
		2003			2002
Net sales	$	196,388		$	171,354
Cost of sales		143,865			127,852
Gross profit		52,523			43,502
Percent		26.7	%		25.4	%
Selling and administrative expenses		49,003			39,171
Operating income		3,520			4,331
Percent		1.8	%		2.5	%
Interest expense		1,085			1,213
Income before income taxes		2,435			3,118
Provision for income taxes		951			1,216
Net income	$	1,484		$	1,902
Earnings per share
Basic	$	0.06		$	0.08
Diluted	$	0.06		$	0.07
Weighted average shares outstanding
Basic		23,563			25,005
Diluted		24,575			26,137

POOL Reports First Quarter 2003 Results
Page 4
April 24, 2003

Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)		March 31,		March 31,
		2003		2002
Assets
Current assets
Cash and cash equivalents	$	3,086	$	7,255
Receivables, net		122,629		99,779
Product inventories, net		236,483		215,077
Prepaid expenses		6,539		5,829
Deferred income taxes		1,613		2,897
Total current assets		370,350		330,837
Property and equipment, net		21,720		16,141
Goodwill		107,883		73,831
Intangible assets, net		8,155		5,901
Other assets, net		2,141		1,105
Total assets	$	510,249	$	427,815
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		176,411		153,284
Accrued and other current liabilities		14,572		11,879
Short-term financing		45,595		—
Current portion of long-term debt and note payable		885		1,091
Total current liabilities		237,463		166,254
Deferred income taxes		12,542		5,541
Long-term debt, less current portion		115,650		108,000
Other long-term liabilities		3,542		—
Total stockholders’ equity		141,052		148,020
Total liabilities and stockholders’ equity	$	510,249	$	427,815

1. At March 31, 2003, the estimated accounts receivable and inventory balances from the acquired Fort Wayne operations were $12.8 million and $29.5 million, respectively.

2. The allowance for doubtful accounts (AFDA) was $3.0 million in 2003 and $2.9 million in 2002. The AFDA represented 55% and 58% of the accounts receivable greater than 60 days past due in March 2003 and March 2002, respectively.

3. The inventory reserve was $3.2 million in 2003 and $4.3 million in 2002. Estimated slowest moving class 13 inventory decreased by 25% from March 2002 to March 2003.

POOL Reports First Quarter 2003 Results
Page 5
April 24, 2003

Condensed Consolidated Statements of Cash Flows
(Unaudited)		Three Months Ended
(In thousands)		March 31,
		2003			2002
Operating activities
Net income	$	1,484		$	1,902
Adjustments to reconcile net income to net cash used in
operating activities		2,342			2,064
Changes in operating assets and liabilities, net of effects
of acquisitions
Receivables		(52,227	)		(39,648	)
Product inventories		(52,820	)		(34,021	)
Accounts payable		83,104			57,697
Other assets and liabilities		(14,626	)		(7,247	)
Net cash used in operating activities		(32,743	)		(19,253	)
Investing activities
Acquisition of businesses, net of cash acquired		(80	)		(28	)
Purchase of property and equipment		(2,539	)		(1,271	)
Net cash used in investing activities		(2,619	)		(1,299	)
Financing activities
Net proceeds (payments) on revolving line of credit		(9,525	)		23,000
Net proceeds from asset-backed financing		45,595			—
Net proceeds from short-term note		—			1,000
Issuance of common stock under stock option plans		339			386
Purchase of treasury stock		(3,336	)		—
Net cash provided by financing activities		33,073			24,386
Effect of exchange rate changes on cash		243			(103	)
Change in cash and cash equivalents		(2,046	)		3,731
Cash and cash equivalents at beginning of period		5,132			3,524
Cash and cash equivalents at end of period	$	3,086		$	7,255

POOL Reports First Quarter 2003 Results
Page 6
April 24, 2003

Addendum

(In thousands)		Base Business					Acquisitions						Total
		Three Months					Three Months						Three Months
		Ended					Ended						Ended
		March 31,					March 31,						March 31,
		2003			2002			2003			2002			2003			2002
Net sales	$	175,421		$	165,088		$	20,967		$	6,266		$	196,388		$	171,354
Gross profit		46,030			41,812			6,493			1,690			52,523			43,502
Gross margin		26.2	%		25.3	%		31.0	%		27.0	%		26.7	%		25.4	%
Selling and operating expenses		41,346			36,858			7,657			2,313			49,003			39,171
Expenses as a % of net sales		23.5	%		22.3	%		36.5	%		36.9	%		24.9	%		22.9	%
Operating income (loss)		4,684			4,954			(1,164	)		(623	)		3,520			4,331
Operating margin		2.7	%		3.0	%		(5.6	)%		(9.9	)%		1.8	%		2.5	%

Beginning in the fourth quarter of 2002, we began calculating our “base business” growth, which is consistent with measures used by other distributors. We believe the base business measure is useful to explain the period to period changes in our operating results. We calculate base business growth by excluding the following service centers from the calculation for 15 months:

• Service centers acquired within the past 15 months ;
• Service centers consolidated with acquired service centers; and
• New service centers opened in new markets in the past 15 months.

The base business calculation differs slightly from the same store calculation because base business includes (i) new service centers opened in existing markets and (ii) service centers affected due to their location in the immediate market areas of newly opened or acquired locations. Additionally, we allocate overhead expenses to the base business by considering base business net sales as a percentage of total net sales.

The effect of acquisitions in the table above includes the operations of the following:

• Fort Wayne Pools - January 2003 through March 2003
• Service centers consolidated with Fort Wayne locations - January 2003 through March 2003 and January 2002 through March 2002
• Capital Pools (Canada) - January 2003 and January 2002