<PAGE>
UNITED STATES
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, 1997 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NO.: 0-26640
SCP POOL CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3943363
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
109 Northpark Boulevard, Covington, Louisiana 70433-5001
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
504-892-5521
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(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 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 [ ] NO[X]
At July 30, 1997, there were 4,255,626 outstanding shares of the Registrant's
Common Stock, $.001 par value per share.
<PAGE>
SCP POOL CORPORATION
TABLE OF CONTENTS
Part I. Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1997
(Unaudited) and December 31, 1996....................... 1
Consolidated Statements of Income -- Three Months Ended
June 30, 1997 and 1996 (Unaudited) and Six
Months Ended June 30, 1997 and 1996 (Unaudited)......... 2
Consolidated Statements of Cash Flows -- Six Months
Ended June 30, 1997 and 1996 (Unaudited)................ 3
Notes to Consolidated Financial Statements (Unaudited)--
June 30, 1997........................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................... 6
Part II. Other Information
Items 1. - 6..................................................... 13
<PAGE>
SCP POOL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
JUNE 30, DECEMBER 31,
1997 1996
----------- -----------
(Unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents $ 4,080 $ 4,621
Receivables 47,759 25,293
Inventory, primarily goods purchased for resale 63,748 42,112
Prepaid expenses 1,304 632
Deferred income taxes 1,104 392
----------- -----------
Total current assets 117,995 73,050
Property and equipment, net 4,851 4,413
Goodwill, net 32,268 33,009
Other assets, net 2,835 2,773
----------- -----------
Total assets $ 157,949 $ 113,245
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 33,534 $ 15,132
Accrued and other current liabilities 9,439 7,907
Current portion of long-term debt 5,460 15,409
----------- -----------
Total current liabilities 48,433 38,448
Deferred income taxes 2,344 2,119
Long-term debt, less current portion 64,460 35,868
Stockholders' equity:
Preferred stock, $.01 par value; 100,000
shares authorized - -
Common stock, $.001 par value; 10,000,000
shares authorized; 4,255,626 and 4,222,809
shares issued and outstanding in 1997 and 1996,
respectively 4 4
Additional paid-in capital 29,697 29,587
Retained earnings 13,011 7,219
----------- -----------
Total stockholders' equity 42,712 36,810
----------- -----------
Total liabilities and stockholders'
equity $ 157,949 $ 113,245
=========== ===========
Note: The balance sheet at December 31, 1996 has
been derived from the audited financial
statements at that date but does not include
all of the information and footnotes required by
generally accepted accounting principles for
complete financial statements.
See accompanying notes.
1
<PAGE>
SCP POOL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 124,790 $ 85,867 $ 188,355 $ 127,012
Cost of sales 96,631 65,825 146,236 97,697
------------ ------------ ------------ ------------
Gross profit 28,159 20,042 42,119 29,315
Warehouse expense 4,149 2,637 7,378 4,608
Selling and administrative expenses 12,298 7,369 22,714 13,736
Goodwill amortization 216 193 426 385
------------ ------------ ------------ ------------
Operating income 11,496 9,843 11,601 10,586
Other income (expense):
Interest expense (1,230) (684) (2,287) (1,272)
Amortization expense (176) (133) (355) (265)
Miscellaneous income 221 177 380 283
------------ ------------ ------------ ------------
(1,185) (640) (2,262) (1,254)
------------ ------------ ------------ ------------
Income before income taxes 10,311 9,203 9,339 9,332
Provision for income taxes 3,917 3,588 3,548 3,639
------------ ------------ ------------ ------------
Net income $ 6,394 $ 5,615 $ 5,791 $ 5,693
============ ============ ============ ============
Net income per share of common stock:
Primary $ 1.51 $ 1.33 $ 1.37 $ 1.35
============ ============ ============ ============
Fully diluted $ 1.48 $ 1.30 $ 1.34 $ 1.32
============ ============ ============ ============
Average shares outstanding:
Primary 4,235 4,223 4,229 4,223
============ ============ ============ ============
Fully diluted 4,315 4,308 4,312 4,308
============ ============ ============ ============
</TABLE>
See accompanying notes.
2
<PAGE>
SCP POOL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
SIX MONTHS ENDED
JUNE 30,
1997 1996
---------- ----------
(Unaudited)
OPERATING ACTIVITIES
Net income $ 5,791 $ 5,693
Adjustments to reconcile net income to
net cash used in operating activities (24,538) (15,660)
---------- ----------
Net cash used in operating activities (18,747) (9,967)
INVESTING ACTIVITIES
Purchase of property and equipment (608) (514)
Proceeds from sale of property and equipment 60 146
---------- ----------
Net cash used in investing activities (548) (368)
FINANCING ACTIVITIES
Net borrowings on revolving loan 31,500 14,500
Payments on long-term debt (12,833) (1,757)
Issuance of common stock 87 -
---------- ----------
Net cash provided by financing activities 18,754 12,743
---------- ----------
Change in cash and cash equivalents (541) 2,408
Cash and cash equivalents at beginning of period 4,621 2,043
---------- ----------
Cash and cash equivalents at end of period $ 4,080 $ 4,451
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 2,129 $ 1,139
========== ==========
Income taxes $ 2,404 $ -
========== ==========
See accompanying notes.
3
<PAGE>
SCP POOL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1997
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. In the opinion of
management, the accompanying unaudited interim financial statements reflect all
adjustments, of a normal recurring nature, necessary for a fair presentation of
the results of the interim periods.
The Company's business is highly seasonal. In general, sales and net income are
highest during the second and third quarters, which represent the peak months of
swimming pool use and installation. Operating results for the three-month or
six-month periods ended June 30, 1997 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1997. For further
information, refer to the consolidated financial statements for the year ended
December 31, 1996 and footnotes thereto included in the annual report on Form
10-K filed by the Company with the Securities and Exchange Commission.
2. DESCRIPTION OF BUSINESS
As of June 30, 1997, SCP Pool Corporation and its wholly owned subsidiaries
(collectively referred to as the Company) maintain 74 service centers in 24
states located throughout the United States, except in the Northeast, from which
they sell swimming pool equipment and supplies to pool builders, retail stores,
and service firms.
3. EARNINGS PER SHARE
Primary income per common share equals net income divided by the weighted
average number of common shares outstanding during the period. Fully diluted
income per common share equals net income plus the after-tax interest incurred
on the Company's convertible notes, divided by common shares outstanding after
giving effect to shares assumed to be issued on conversion of those notes. For
both 1997 and 1996, the effect of stock options outstanding is immaterial.
4
<PAGE>
SCP POOL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--
(CONTINUED)
3. EARNINGS PER SHARE (CONTINUED)
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share", which the Company will be required to adopt during
the three-month period ending December 31, 1997. The adoption of this statement
is not expected to have a material effect on the calculation of earnings per
share.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company was formed in December 1993 to acquire substantially all of the
assets and assume certain liabilities of its Predecessor. From its inception in
1980 through the end of 1993, the Predecessor increased its sales by opening new
service center locations and by increasing sales to new and existing customers.
Since the Company's acquisition of the Predecessor in December 1993 (the "SCP
Acquisition"), the Company has grown through strategic acquisitions, and by
opening new service centers and increasing sales to new and existing customers.
From January 1, 1990 to June 30, 1997, the Company expanded from 8 service
centers in 6 states to 74 service centers in 24 states, primarily through
acquisitions.
The Company derives its revenues primarily from the sale of swimming pool
supplies and related products, including chemicals, cleaners, packaged pools and
liners, filters, heaters, pumps, lights, repair parts and other equipment
required to build, maintain, install and overhaul residential and small
commercial swimming pools. The Company sells its products primarily to swimming
pool remodelers and builders, independent swimming pool retailers and swimming
pool repair and service companies. These customers tend to be small, family
owned businesses with relatively limited capital resources. The Company
maintains a strict credit policy. Losses from customer receivables have
historically been within management's expectations.
The swimming pool supply industry is affected by various factors, including
general economic conditions, the level of new housing construction, weather and
consumer attitudes towards pool chemical products for environmental or safety
reasons. Although management believes that the Company's geographic diversity
could mitigate the effect of a regional economic downturn and that the
continuing maintenance and repair needs for existing swimming pools could
mitigate the effect of a general economic downturn, there can be no assurance
that the Company's results of operations and expansion plans would not be
materially adversely affected by any of such downturns.
The principal components of the Company's expenses include the cost of products
purchased from manufacturers and sold during the year and operating expenses,
which are primarily related to labor, occupancy, commissions and marketing. Some
geographic markets serviced by the Company, particularly California, Texas and
Florida, tend to be more competitive than others. In response to competitive
pressures from any of its current or future competitors, the Company may be
required to lower selling prices in order to maintain or increase market share,
and such measures could adversely affect the Company's gross margins and
operating results.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
The following table shows, for the periods indicated, information derived from
the consolidated statements of operations of the Company expressed as a
percentage of net sales for such period.
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1997 1996 1997 1996
--------------------------------------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 77.4 76.7 77.6 76.9
--------------------------------------
Gross profit 22.6 23.3 22.4 23.1
Warehouse expense 3.3 3.1 3.9 3.6
Selling and administrative expenses 9.9 8.6 12.1 10.8
Goodwill amortization .2 .2 .2 .3
--------------------------------------
Operating income 9.2 11.4 6.2 8.4
Other income (expense):
Interest expense (1.0) (.8) (1.2) (1.0)
Amortization expense (.1) (.1) (.2) (.2)
Miscellaneous .2 .2 .2 .2
--------------------------------------
Income before income taxes 8.3% 10.7% 5.0% 7.4%
======================================
The following discussions compare the results of operations of the Company for
the three-month and six-month periods ended June 30, 1997 and 1996.
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996
Net sales increased by $38.9 million, or 45.3%, to $124.8 million in the three
months ended June 30, 1997 from $85.9 million in the comparable 1996 period.
This increase was primarily due to sales at service centers acquired from The B-
L Network, Inc. (BLN), and increased sales at existing service centers. Service
centers acquired from BLN in September 1996 contributed $34.5 million to the
increase while an increase of approximately 5.7% in sales at service centers
open at least 15 months contributed $2.5 million to the increase. The total of
all increases was offset by the loss of revenues from Alliance Packaging which
was sold in October 1996.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Gross profit increased by $8.1 million, or 40.5%, to $28.2 million in the three
months ended June 30, 1997 from $20.0 million in the comparable 1996 period.
Gross profit as a percentage of net sales decreased 0.7% to 22.6% in the 1997
period from 23.3% in the 1996 period, primarily due to the increase in the
number of service centers in the more competitive markets of California and
Florida.
Operating expenses increased by $6.5 million, or 63.4%, to $16.7 million in the
three months ended June 30, 1997 from $10.2 million in the comparable 1996
period. This increase is primarily reflective of salaries, occupancy expense and
other costs associated with new service centers, and, to a lesser extent,
payroll and other operating costs required to support the increased sales volume
at existing service centers. Because of unseasonably cool temperatures and
continuing wet and rainy weather in much of the United States, the increases in
revenue over the comparable 1996 period were not proportionate with these
increased costs. Therefore, operating expenses as a percentage of sales
increased to 13.4% in the 1997 period compared to 11.9% in the 1996 period.
Interest and other expenses increased to $1.2 million in the three months ended
June 30, 1997 from $0.6 million in the comparable 1996 period. The increase was
primarily attributable to the increase in the Company's debt as a result of the
acquisition of BLN in September 1996 and to the financing of seasonal inventory
levels for a larger number of branches than in the comparable 1996 period.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Net sales increased by $61.3 million, or 48.3%, to $188.4 million in the six
months ended June 30, 1997 from $127.0 million in the comparable 1996 period.
This increase was primarily due to sales at service centers acquired from BLN,
and increased sales at existing service centers. Service centers acquired from
BLN in September 1996 contributed $56.0 million to the increase while an
increase of approximately 9.1% in sales at service centers open at least 15
months contributed $5.7 million to the increase. The total of all increases was
offset by the loss of revenues from Alliance Packaging which was sold in October
1996.
Gross profit increased by $12.8 million, or 43.7% to $42.1 million in the six
months ended June 30, 1997 from $29.3 million in the comparable 1996 period.
Gross profit as a percentage of net sales decreased 0.7% to 22.4% in the 1997
period compared to 23.1% in the 1996 period primarily due to the increase in the
number of service centers in the more competitive markets of California and
Florida.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Operating expenses increased by $11.8 million, or 62.9%, to $30.5 million in the
six months ended June 30, 1997 from $18.7 million in the comparable 1996 period.
This increase is primarily reflective of salaries, occupancy expense and other
costs associated with new service centers, and, to a lesser extent, payroll and
other operating costs required to support the increased sales volume at existing
service centers. Because of unseasonably cool temperatures and continuing wet
and rainy weather in much of the United States, primarily during the three-month
period ended June 30, 1997, the increases in revenue over the comparable 1996
period were not proportionate with these increased costs. Therefore, operating
expenses as a percentage of sales increased to 16.2% in the 1997 period compared
to 14.7% in the 1996 period.
Interest and other expenses increased to $2.3 million in the three months ended
June 30, 1997 from $1.3 million in the comparable 1996 period. The increase was
primarily attributable to the increase in the Company's debt as a result of the
acquisition of BLN in September 1996 and to the financing of seasonal inventory
levels for a larger number of branches than in the comparable 1996 period.
SEASONALITY AND QUARTERLY FLUCTUATIONS
The Company's business is highly seasonal. In general, sales and net 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 the Company may incur net losses.
The Company experiences a build-up of inventory and accounts payable during the
first and second quarters of the year in anticipation of the peak swimming pool
supply selling season. The Company's peak borrowing occurs during the second
quarter, primarily because dated accounts payable offered by the Company's
suppliers typically are payable in April, May and June, while the Company's peak
accounts receivable collections typically occur in June, July and August.
The principal external factor affecting the Company's business is weather. Hot
weather can increase purchases of chemicals and supplies and pool installations.
Unseasonably cool weather or heavier than average amounts of rainfall during the
peak sales season can decrease purchases of chemicals and supplies and pool
installations. In addition, unseasonably early or late warming trends can
increase or decrease the length of the pool season and, therefore, the Company's
sales.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
SEASONALITY AND QUARTERLY FLUCTUATIONS (CONTINUED)
To encourage preseason orders, the Company, like many other swimming pool supply
distributors, utilizes preseason sales programs which provide for extended
dating terms and other incentives to its customers. Some of the Company's
suppliers also offer extended dating terms on certain products to the Company
for preseason or early season purchases. In offering extended dating terms to
its customers and accepting extended dating terms from its suppliers, the
Company effectively finances a portion of its receivables with extended
payables.
The Company expects that its quarterly results of operations will fluctuate
depending on the timing and amount of revenue contributed by new service centers
and acquisitions. The Company attempts to open its new stores at the end of the
fourth quarter or the beginning of the first quarter to take advantage of
preseason sales programs and the peak season.
The following table sets forth certain unaudited quarterly data for 1996 and the
first two quarters for 1997 which, in the opinion of management, reflect all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of such data. Results of any one or more quarters are not
necessarily indicative of results for an entire fiscal year or of continuing
trends.
<TABLE>
<CAPTION>
1996 1997
------------------------------------- -----------------
1ST 2ND 3RD 4TH 1ST 2ND
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
------- ------- ------- ------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 41,145 $ 85,867 $ 62,344 $ 46,988 $ 63,565 $124,790
Gross profit 9,273 20,042 13,531 9,184 13,960 28,159
Operating income (loss) 743 9,843 4,176 (4,275) 104 11,496
Net sales as a percentage of
annual net sales 18% 36% 26% 20% N/A N/A
Gross profit as a percentage of
annual gross profit 18% 38% 26% 18% N/A N/A
Operating income as a percentage
of annual operating income 7% 94% 40% (41)% N/A N/A
</TABLE>
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Currently, the Company's primary sources of working capital are cash flow from
operations and borrowings under the Senior Loan Facility, which consists of a
term loan and a revolving line of credit. The Company's borrowings under its
credit facilities, together with cash flow from operations and seller financing
have historically have been sufficient to support the Company's growth and to
finance acquisitions. Available credit under the revolving line of credit at
June 30, 1997 is $11.5 million, subject to an accounts receivable and inventory
borrowing base limit. Considering the Company's borrowing base as of June 30,
1997, the Company had approximately $9.5 million available for borrowing under
the Senior Loan Facility, the only additional credit source currently available
to the Company.
During the six months ended June 30, 1997, the Company used $18.7 million of
cash to fund operating activities primarily due to the normal seasonal increase
in accounts receivable, inventory and accounts payable as discussed above. The
Company borrowed $31.5 million under its revolving line of credit to meet these
seasonal working capital requirements and make scheduled payments of $12.8
million required under its term loan and indebtedness to sellers of acquired
businesses.
Borrowings under the Senior Loan Facility may, at the Company's option, bear
interest at either (i) the agent's corporate base rate or the federal funds rate
plus 0.5%, whichever is higher, plus a margin ranging from 0.0% to 1.0% or (ii)
LIBOR plus a margin ranging from 1.25% to 2.50%, in each case depending on the
Company's leverage ratio. Substantially all of the assets of the Company (other
than inventory which secures the Company's obligations to the seller of BLN),
including the capital stock of South Central Pool Supply, Inc., the Company's
wholly owned subsidiary, secure the Company's obligations under the Senior Loan
Facility. The Senior Loan Facility has numerous restrictive covenants which
require the Company to maintain minimum levels of interest coverage and fixed
charge coverage and which also restrict the Company's ability to pay dividends
and make capital expenditures. As of June 30, 1997, the Company was in
compliance with all such covenants and financial ratio requirements. The Senior
Loan Facility expires on September 26, 2002.
To finance future acquisitions, the Company may utilize its ability to borrow
additional funds under the Senior Loan Facility or, depending on market
conditions, incur additional indebtedness or issue common or preferred stock
(which may be issued to third parties or to sellers of acquired businesses).
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
INFLATION
The Company does not believe that inflation has had a significant impact on its
results of operations for the periods presented.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this Form
10-Q are forward-looking statements that involve risks and uncertainties,
including but not limited to factors related to (i) the Company's ability to
identify appropriate acquisition candidates, complete acquisitions on
satisfactory terms, or successfully integrate acquired businesses; (ii) the
sensitivity of the swimming pool supply business to cool or rainy weather; (iii)
the intense competition and low barriers to entry in the swimming pool supply
industry; (iv) the Company's ability to obtain financing on satisfactory terms
and the degree to which Company is leveraged; (v) the sensitivity of the
swimming pool supply business to general economic conditions; (vi) the Company's
ability to remain in compliance with the numerous environmental, health and
safety requirements to which it is subject; (vii) the risk of fire, safety and
casualty losses and related liabilities claims inherent in the storage of
chemicals sold by the Company; and (viii) the other factors discussed in the
Company's filings with the Securities and Exchange Commission. Such factors
could affect the Company's actual results and could cause such results to
differ materially from the Company's expectations described above.
12
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
The Company currently is not involved in any material legal
proceedings.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of SCP Pool Corporation
held on May 7, 1997, the nominees for election as Directors
of the Corporation were elected.
The vote of the holders of the Company's Common Stock was as
follows:
NUMBER OF SHARES
NOMINEE FOR WITHHELD
------- --- --------
Andrew W. Code 3,662,822 300
Dominick DeMichele 3,662,822 300
Peter M. Gotsch 3,662,822 300
Wilson B. Sexton 3,663,122 -
Robert C. Sledd 3,663,122 -
Frank J. St. Romain 3,663,122 -
There were no abstentions and no broker nonvotes in the
election of Directors.
The appointment of Ernst & Young LLP as independent public
auditors for the fiscal year ending December 31, 1997 was
approved. The vote of the holders of the Company's Common
Stock was as follows:
For 3,662,801
Against -
Abstaining 321
There were no broker nonvotes in the election of Directors.
13
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibits
27.1 Financial Data Schedule
Reports on Form 8-K
None
14
<PAGE>
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.
SCP POOL CORPORATION
____________________
DATE: August 6, 1997 BY: /s/ CRAIG K. HUBBARD
---------------------------------
Craig K. Hubbard, Chief Financial
Officer, Treasurer and Secretary
and duly authorized signatory on
behalf of the Registrant
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from consolidated
financial statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,080
<SECURITIES> 0
<RECEIVABLES> 50,083
<ALLOWANCES> (2,324)
<INVENTORY> 63,748
<CURRENT-ASSETS> 117,995
<PP&E> 6,628
<DEPRECIATION> (1,777)
<TOTAL-ASSETS> 157,949
<CURRENT-LIABILITIES> 48,433
<BONDS> 69,920
0
0
<COMMON> 4
<OTHER-SE> 42,708
<TOTAL-LIABILITY-AND-EQUITY> 157,949
<SALES> 188,355
<TOTAL-REVENUES> 188,355
<CGS> 146,236
<TOTAL-COSTS> 176,754
<OTHER-EXPENSES> 355
<LOSS-PROVISION> 1,137
<INTEREST-EXPENSE> 2,287
<INCOME-PRETAX> 9,339
<INCOME-TAX> (3,548)
<INCOME-CONTINUING> 5,791
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,791
<EPS-PRIMARY> 1.37
<EPS-DILUTED> 1.34
</TABLE>
