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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON‚ D. C. 20549

FORM 10-Q

COMMISSION FILE NO.: 0-26640

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 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 _

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) YES X NO __

At April 23, 2004, there were 35,548,807 outstanding shares of the registrant’s common stock, $.001 par value per share.

SCP POOL CORPORATION

Form 10-Q
For the Quarter Ended March 31, 2004

SCP POOL CORPORATION

Note: The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date.

The accompanying Notes are an integral part of the Consolidated Financial Statements.

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SCP POOL CORPORATION

The accompanying Notes are an integral part of the Consolidated Financial Statements.

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SCP POOL CORPORATION

The accompanying Notes are integral part of the Consolidated Financial Statements.

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SCP POOL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

SCP Pool Corporation (the Company, which may be referred to as we, us or our) prepared the consolidated financial statements following accounting principles generally accepted in the United States (GAAP) and the requirements of the Securities and Exchange Commission (SEC). As permitted under those rules, certain footnotes or other financial information normally required by GAAP have been condensed or omitted. The financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. The results for the interim periods are not necessarily indicative of the results to be expected for the full year.

You should also read the financial statements and notes included in our 2003 Annual Report on Form 10-K. The accounting policies used in preparing these financial statements are the same as those described in our Annual Report.

2. Earnings Per Share

We calculate basic earnings per share (EPS) by dividing net income by the weighted average number of common shares outstanding. Diluted EPS includes the dilutive effects of stock awards.

3. Stock-Based Compensation

We account for our employee stock options under the intrinsic value method described by Accounting Principles Bulletin 25, Accounting for Stock Issued to Employees. Accordingly, we do not record compensation expense for options issued with an exercise price equal to the stock’s market price on the grant date. If we had accounted for our employee stock options using the fair value method described in Statement of Financial Accounting Standards 123, Accounting for Stock-Based Compensation, our net income and earnings per share would have been reduced to the pro-forma amounts below (in thousands, except per share data):

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Notes to Consolidated Financial Statements (Unaudited) (continued)

4. Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income. In our case, these consist of foreign currency translation gains and losses and unrealized gains and losses on cash flow hedges, net of related income tax effects.

Comprehensive income was $4.4 million for the quarter ended March 31, 2004 and $1.6 million for the quarter ended March 31, 2003.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with Management’s Discussion and Analysis included in our 2003 Annual Report on Form 10-K.

Overview

We are the world’s largest wholesale distributor of swimming pool supplies and related equipment. We purchase products from a large number of manufacturers and then distribute these goods to a customer base consisting of swimming pool remodelers and builders, retail swimming pool stores and swimming pool repair and service companies.

We distribute more than 91,000 products through 198 service centers in the United States and six foreign countries. Approximately 95% of our net sales are domestic. We operate two networks: the SCP Distributors network (SCP), which consists of 141 locations, and the Superior Pool Products network (SPP), which consists of 57 locations. We adopted this strategy to offer our customers a choice of different distributors, each featuring distinctive product selections and supplier relationships, and to encourage continued improvements in customer service through healthy competition between the two networks.

As part of the distribution businesses, we have acquired three small manufacturing facilities located in Fort Wayne, Indiana; Bordeaux, France; and Quebec, Canada, which engage in the manufacturing of packaged pool panels, steps, liners and coping. Approximately 2% of our consolidated cost of sales consisted of items we manufactured at these facilities and sold through our distribution networks, which has contributed to higher gross margins in our Consolidated Statements of Income. Our manufacturing sales to third parties accounted for approximately 1% of our net sales in 2003.

We invest significant resources to promote the growth of the swimming pool industry. Our marketing philosophy incorporates a focus on increasing consumer awareness of the benefits of pool ownership and the affordability and ease of maintaining a pool.

Our business is subject to significant risks, including weather, competition, general economic conditions and other risks detailed below in our “Cautionary Statement for Purpose of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995".

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

We currently conduct operations through 198 service centers in North America and Europe.

The following table presents information derived from the Consolidated Statements of Income expressed as a percentage of net sales.

We calculate base business growth by excluding the following service centers from the calculation for 15 months:

• service centers acquired;
• service centers consolidated with acquired service centers; and
• new service centers opened in new markets.

Additionally, we allocate overhead expenses to the base business by considering base business net sales as a percentage of total net sales.

At March 31, 2004, 192 service centers were included in the base business calculations, and six service centers were excluded because they were acquired within the last 15 months.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations (continued)

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

Net Sales

Base business growth of 16% contributed $29.8 million to the increase in net sales, while acquired service centers and service centers consolidated with acquired locations accounted for the remaining increase. Base business net sales increased primarily due to the following:

• two additional sales days in March, the biggest sales month in the first quarter;
• 30% growth in complementary product sales;
• reasonable weather conditions in the first quarter of 2004 throughout much of the United States;
• a larger installed base of swimming pools resulting in increased sales of non-discretionary products;
• the continued successful execution of our sales, marketing and service programs; and
• an increase in early buy sales.

Barring unfavorable weather conditions in the second and third quarters of 2004, we expect base business sales growth for the remainder of 2004 to continue, albeit at a more moderate rate than the first quarter increase of 16%.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations (continued)

Gross Profit

Base business gross profit growth of 20% contributed $10.3 million to the increase, while acquired service centers and service centers consolidated with acquired locations accounted for the remaining increase. The base business gross profit growth is primarily due to the growth in base business net sales as discussed above.

Base business gross margin increased to 27.8% in 2004 from 26.8% in 2003 primarily due to improved selling and purchasing practices. We expect the trend in gross margin expansion for the remainder of 2004 to continue at a more moderate rate than the 100 basis point improvement in the first quarter of 2004.

Operating Expenses

Operating expenses relating to the base business contributed $5.7 million to the increase, while acquired service centers and service centers consolidated with acquired locations accounted for the remaining increase.

Base business operating expenses as a percentage of net sales decreased to 23.4% in 2004 from 24.0% in 2003. This decrease was primarily due to a decrease in payroll expense as a percentage of net sales as headcount increased only slightly between periods whereas net sales increased 19%. We expect the decrease in operating expenses as a percentage of net sales to moderate in the remainder of 2004.

Interest Expense

Interest expense decreased between periods because average debt outstanding was lower in the first quarter of 2004 compared to the first quarter of 2003. The effective interest rate of 2.5% remained unchanged.

Income Taxes

The increase in income taxes is due to the $4.3 million increase in income before income taxes. Our effective income tax rate remained unchanged at 39% from March 31, 2003 to March 31, 2004.

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SCP POOL CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Seasonality and Quarterly Fluctuations

Our business is highly seasonal, and weather is the principal external factor affecting our business. The table below presents some of the possible effects resulting from various weather conditions.

In general, sales and operating income are highest during the second and third quarters, which represent the peak months of swimming pool use and installation. Sales are substantially lower during the first and fourth quarters when we may incur net losses.

We typically experience a build-up of product inventories and accounts payable during the winter months in anticipation of our peak selling season. Excluding borrowings to finance acquisitions and share repurchases, our peak borrowing usually occurs during the second quarter, primarily because extended payment terms offered by our suppliers are typically payable in April, May and June, while our peak accounts receivable collections typically occur in June, July and August.

We expect that our quarterly operating results will continue to fluctuate depending on the timing and amount of revenue contributed by new and acquired service centers. We attempt to open new service centers at the end of the fourth quarter or the first quarter of the subsequent year to take advantage of preseason sales programs and the following peak selling season.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Seasonality and Quarterly Fluctuations (continued)

The following table presents certain unaudited quarterly data for the first quarter of 2004 and the four quarters of 2003. In our opinion, this information reflects all normal and recurring adjustments considered necessary for a fair presentation of this data. Due to the seasonal nature of the swimming pool industry, the results of any one or more quarters are not necessarily an accurate indication of results for an entire fiscal year or of continuing trends.

Liquidity and Capital Resources

Liquidity is defined as the ability to generate adequate amounts of cash to meet the current needs for cash. We assess our liquidity in terms of our ability to generate cash to fund our operating activities, taking into consideration the seasonal nature of our business. Significant factors which could affect our liquidity include the following:

• cash flows generated from operating activities;
• the adequacy of available bank lines of credit;
• acquisitions;
• the timing and extent of share repurchases;
• capital expenditures; and
• the ability to attract long-term capital with satisfactory terms.

Our primary capital needs are seasonal working capital obligations and other general corporate purposes, including acquisitions and share repurchases. Our primary sources of working capital are cash from operations supplemented by bank borrowings. Borrowings, together with cash from operations and seller financing, historically have been sufficient to support our growth and finance acquisitions.

Our credit agreement, which matures on November 27, 2004, allows us to borrow under a revolving line of credit (the Revolving Credit Facility). In the first quarter of 2004, we decreased our borrowing capacity under the Revolving Credit Facility to $110.0 million from $130.0 million to reduce unused commitment fees.

During the three months ended March 31, 2004, we received net proceeds of $54.0 million on the Revolving Credit Facility. At March 31, 2004, there was $92.9 million outstanding and $16.0 million available for borrowing under the Revolving Credit Facility, subject to borrowing base availability supported primarily by product inventories and to a lesser extent by trade accounts receivable. We expect to replace the Revolving Credit Facility with a new facility with similar terms prior to the maturity date of November 27, 2004.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources (continued)

The average effective interest rate of the Revolving Credit Facility was approximately 2.9% for the quarter ended March 31, 2004. Interest on borrowings under the Revolving Credit Facility may be paid at either of the following rates, in each case depending on our leverage ratio:

1. the agent’s corporate base rate or the federal funds rate plus 0.5%, whichever is higher, plus a margin ranging from 0.125% to 0.375%; or
   
   
2. the current Eurodollar Rate plus a margin ranging from 1.125% to 1.750%.

Substantially all of our assets, including capital stock of our wholly-owned subsidiaries, secure our obligations under the Revolving Credit Facility. The Revolving Credit Facility has numerous restrictive covenants, which require that we maintain a minimum net worth and fixed charge coverage and which also restrict our ability to pay dividends. As of March 31, 2004, we were in compliance with all covenants and financial ratio requirements.

In the first quarter of 2004, we renewed our accounts receivable securitization facility (the Receivables Facility), which has a seasonal borrowing capacity up to $100.0 million, through March 2005. The Receivables Facility provides for the true sale of certain of our receivables as they are created to a wholly-owned, bankruptcy-remote subsidiary. This subsidiary sells an undivided security interest in the receivables to an unrelated commercial paper conduit. We account for the Receivables Facility on-balance sheet because we have maintained effective control of the receivables. Accordingly, the receivables and the related debt are included in the accompanying consolidated balance sheet. We employed this arrangement because it provides us with a lower cost form of financing. At March 31, 2004, there was $50.0 million outstanding under the Receivables Facility at an average effective interest rate of 1.8%.

Net cash used in operating activities increased $36.2 million to $69.9 million for the three months ended March 31, 2004 compared to $33.7 million for the same period last year. This change is primarily due to approximately $33 million of payments made for early-buy purchases in order to take advantage of payment discounts.

We believe we have adequate availability of capital to fund present operations and anticipated growth, including expansion in existing and targeted market areas. We continually evaluate potential acquisitions and hold discussions with acquisition candidates. If suitable acquisition opportunities or working capital needs arise that would require additional financing, we believe that our financial position and earnings history provide a solid base for obtaining additional financing resources at competitive rates and terms. Additionally, we may issue common or preferred stock to raise funds.

Accounts Receivable and the Allowance for Doubtful Accounts

Due to the seasonal nature of our business, accounts receivable increased $63.3 million to $147.1 million at March 31, 2004 from $83.8 million at December 31, 2003.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources (continued)

Accounts receivable increased $24.5 million, or 20%, to $147.1 million at March 31, 2004 from $122.6 million at March 31, 2003. This increase from the first quarter of 2003 to the first quarter of 2004 is consistent with the increase in net sales between periods.

The allowance for doubtful accounts decreased to $3.7 million at March 31, 2004 from $3.8 million at December 31, 2003, which is consistent with the seasonal nature of our business.

The allowance for doubtful accounts increased to $3.7 million at March 31, 2004 from $3.0 million at March 31, 2003, which is consistent with the increase in gross accounts receivable between periods. The allowance represented 3% of trade accounts receivable in March 2004 and March 2003.

Product Inventories and the Reserve for Shrink and Obsolescence

Due to the seasonal nature of our business, product inventories increased $48.0 million to $241.9 million at March 31, 2004 from $193.9 million at December 31, 2003. Inventory increased $5.4 million, or 2%, to $241.9 million at March 31, 2004 compared to $236.5 million at March 31, 2003.

As we continue to better manage our inventory, our inventory reserve decreased slightly to $3.0 million at March 31, 2004 compared to $3.1 million at December 31, 2003 and $3.2 million at March 31, 2003.

Share Repurchase Program

In the first quarter of 2004 we repurchased 46,300 shares of our common stock at an average price of $32.20 per share. On April 23, 2004, $33.7 million of the amount authorized by our Board of Directors for future share repurchases remained available. We intend to continue to repurchase shares on the open market from time to time, depending on market conditions.

(1)     In July 2002, our Board of Directors authorized $50.0 million for the repurchase of shares of our common stock in the open market.

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Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Our disclosure and analysis in this report contains forward-looking information that involves risks and uncertainties. Our forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management’s plans and objectives, future contracts, and forecasts of trends and other matters. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate”, “estimate”, “expect”, “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Certain factors that may affect our business and could cause actual results to differ materially from those expressed in any forward-looking statements include the following:

We are susceptible to adverse weather conditions.

Weather is the principal external factor affecting our business. For example, unseasonably late warming trends can decrease the length of the pool season and unseasonably cool weather or extraordinary rainfall during the peak season can decrease swimming pool use, installation and maintenance.

Our business is highly seasonal.

In 2003, approximately 66% of our net sales were generated in the second and third quarters of the year, which represent the peak months of swimming pool use, installation, remodeling and repair, and 100% of our operating income was generated in the same period. Our sales are substantially lower during the first and fourth quarters of the year, when we may incur net losses.

Our industry is highly competitive

We face competition from both outside our industry with sellers of other leisure product alternatives, such as boats and motor homes, and from within our industry with various regional and local distributors, several companies that distribute swimming pool supplies on a national basis and, to a lesser extent, mass market retailers and large pool supply retailers. New competitors may emerge as there are low barriers to entry in our industry. Our largest geographic markets that we service, such as California, Florida and Texas also tend to be more competitive than others.

Our business depends on favorable general economic conditions.

Our industry is somewhat dependent upon overall economic and market conditions. For example, in economic downturns, the demand for swimming pool or leisure related products may decline as discretionary consumer spending, new housing construction and swimming pool construction decline.

The nature of our business subjects us to compliance with Environmental, Health, Transportation and Safety Regulations.

We are subject to regulation under federal, state and local environmental, health, transportation and safety requirements, which govern such things as packaging, labeling, handling, transportation, storage and sale of

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Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 (continued)

pool chemicals and other products. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties or the imposition of injunctive relief. Moreover, compliance with such laws and regulations in the future could prove to be costly, and there can be no assurance that we will not incur such costs in material amounts. These laws and regulations have changed substantially and rapidly over the last 20 years, and we anticipate that there will be continuing changes. The clear trend in environmental, health, transportation and safety regulation is to place more restrictions and limitations on activities that impact the environment, such as the use and handling of chemical substances, and protect the health and safety of individuals. Increasingly, strict restrictions and limitations have resulted in increased operating costs for us and other businesses throughout the United States, and it is possible that the costs of compliance with such laws and regulations will continue to increase. We will attempt to anticipate future regulatory requirements that might be imposed and to plan accordingly in order to remain in compliance with changing regulations and to minimize the costs of such compliance.

Our business involves fire, safety and casualty risks.

We store chemicals at our service centers and central stocking locations, including certain combustible, oxidizing compounds. A fire, explosion or flood affecting one of our facilities could give rise to fire, safety and casualty losses and related liability claims. We maintain what we believe is prudent insurance protection.

However, we cannot guarantee that we will be able to maintain adequate insurance in the future at rates we consider reasonable or that our insurance coverage will be adequate to cover future claims that may arise. Successful claims for which we are not fully insured may adversely affect our working capital and profitability. In addition, changes in the insurance industry have generally led to higher insurance costs and decreased availability of coverage.

We are vulnerable to the potential difficulties associated with rapid growth.

We have experienced substantial growth in recent years through acquisitions and the opening of new locations that have increased our size, scope and geographic distribution. While we contemplate continued growth through acquisitions and internal expansion, no assurance can be made as to our ability to:

• penetrate new markets;
• identify appropriate acquisition candidates;
• complete acquisitions on satisfactory terms and successfully integrate acquired businesses;
• obtain financing;
• generate sufficient cash flows to support expansion plans and general operating activities;
• maintain favorable supplier arrangements and relationships; and
• identify and divest assets which do not continue to create value consistent with our objectives.

If we do not manage these potential difficulties successfully, our operating results could be adversely affected.

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Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 (continued)

As we expand our international operations, we will be subject to additional political, economic and other uncertainties.

During 2003, international sales accounted for approximately 5% of our total net sales. We anticipate that future international sales will increase and may account for a more significant percentage of our sales. Risks associated with our international operations include:

• political and economic instability;
• export controls;
• foreign government tax policies and regulatory requirements;
• United States and foreign government policy changes;
• convertibility and transferability of international currencies; and
• restrictions on the movement of funds or goods.

Our operations have not yet been affected by such conditions or events, but as our international operations expand, the exposure to these risks will increase.

We depend on key personnel.

Our future success depends to a significant extent upon the continued service of our executive officers and other key management and personnel, and on our ability to continue to attract, retain and motivate qualified personnel. The loss of one or more of our key employees or our failure to attract, retain and motivate qualified personnel could have a material adverse effect on our business.

We depend on favorable supplier relationships.

We presently purchase product from over 1,200 manufacturers. Our inability to maintain favorable supplier arrangements and relationships could have a material adverse effect on our business.

Our industry depends on effective marketing programs.

Our inability to sufficiently develop effective advertising, marketing and promotional programs to succeed in a weakened national economy and an increasingly competitive marketplace in which we also compete with other luxury product alternatives, could have a material adverse effect on our business. In addition, changes in public and consumer tastes could also have an effect on our business.

A terrorist attack or the threat of a terrorist attack could have a material adverse effect on our business.

The terrorist attacks that took place on September 11, 2001, in the U.S. were unprecedented events that have created many economic and political uncertainties, some of which may materially impact our business. The potential for future terrorist attacks, the national and international responses to terrorist attacks, and other acts of war or hostility have created many economic and political uncertainties, which could adversely affect our business for the short or long-term in ways that cannot presently be predicted.

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Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 (continued)

Other Factors

Other factors that may impact our business include future litigation, product liability, governmental proceedings, labor relations and disputes, commodity volatility and interest rate fluctuation.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

There have been no material changes from what we reported in our Form 10-K for the year ended December 31, 2003.

Foreign Exchange Risk

There have been no material changes from what we reported in our Form 10-K for the year ended December 31, 2003.

Item 4.   Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Act). The rules refer to the controls and other procedures designed to ensure that information required to be disclosed in reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified. As of March 31, 2004, management, including the CEO and CFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, management, including the CEO and CFO, concluded that as of March 31, 2004, our disclosure controls and procedures were effective at ensuring that material information related to us or our consolidated subsidiaries is made known to them and is disclosed on a timely basis in our reports filed under the Act.

We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Based on the most recent evaluation, we have concluded that no significant changes in our internal control over financial reporting occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Items 1 — 5 are not applicable and have been omitted.

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Signature Page

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 on April 30, 2004.

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Index to Exhibits

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