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Wiki Wiki Summary
Proactive disclosure Proactive disclosure is the act of releasing information before it is requested. In Canada, this refers to an environment where information is released routinely through electronic means with the exception of information that the government is required to protect due to privacy risks.
Likely Story Likely Story is an independent film production company founded by its president and CEO Anthony Bregman in October 2006 with Stefanie Azpiazu. It is based in New York City with an office in Los Angeles.
Gene expression Gene expression is the process by which information from a gene is used in the synthesis of a functional gene product that enables it to produce end products, protein or non-coding RNA, and ultimately affect a phenotype, as the final effect. These products are often proteins, but in non-protein-coding genes such as transfer RNA (tRNA) and small nuclear RNA (snRNA), the product is a functional non-coding RNA. Gene expression is summarized in the central dogma of molecular biology first formulated by Francis Crick in 1958, further developed in his 1970 article, and expanded by the subsequent discoveries of reverse transcription and RNA replication.The process of gene expression is used by all known life—eukaryotes (including multicellular organisms), prokaryotes (bacteria and archaea), and utilized by viruses—to generate the macromolecular machinery for life.
Little Boy "Little Boy" was the codename for the type of atomic bomb dropped on the Japanese city of Hiroshima on 6 August 1945 during World War II. It was the first nuclear weapon used in warfare. The bomb was dropped by the Boeing B-29 Superfortress Enola Gay piloted by Colonel Paul W. Tibbets, Jr., commander of the 509th Composite Group of the United States Army Air Forces and Captain Robert A. Lewis.
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Electronic mailing list An electronic mailing list or email list is a special use of email that allows for widespread distribution of information to many Internet users. It is similar to a traditional mailing list – a list of names and addresses – as might be kept by an organization for sending publications to its members or customers, but typically refers to four things:\n\na list of email addresses,\nthe people ("subscribers") receiving mail at those addresses, thus defining a community gathered around a topic of interest.
Clarifying agent Clarifying agents are used to remove suspended solids from liquids by inducing flocculation (the solids begin to aggregate forming flakes, which either precipitate to the bottom or float to the surface of the liquid, and then they can be removed or collected).\n\n\n== Process ==\nParticles finer than 0.1 µm (10−7m) in water remain continuously in motion due to electrostatic charge (often negative) which causes them to repel each other.
John Hans Stroh John Hans Stroh (15 May 1916 – 17 September 1996) was an Australian health advocate, businessman and researcher. He had a varied career that ranged from fighter aircraft fatigue testing at the Commonwealth Aircraft Corporation (CAC), and scientific research at the CSIRO, to running a swimming pool business and a fish canning business.
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Rational Unified Process The Rational Unified Process (RUP) is an iterative software development process framework created by the Rational Software Corporation, a division of IBM since 2003. RUP is not a single concrete prescriptive process, but rather an adaptable process framework, intended to be tailored by the development organizations and software project teams that will select the elements of the process that are appropriate for their needs.
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Landscape architect A landscape architect is a person who is educated in the field of landscape architecture. The practice of landscape architecture includes: site analysis, site inventory, site planning, land planning, planting design, grading, storm water management, sustainable design, construction specification, and ensuring that all plans meet the current building codes and local and federal ordinances.The practice of landscape architecture dates to some of the earliest of human cultures and just as much as the practice of medicine has been inimical to the species and ubiquitous worldwide for several millennia.
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Risk Factors
SCP POOL CORP Item 1A Risk Factors 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
Risk Factors 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, as well as landscape installations and maintenance
These weather conditions adversely affect sales of our products
For a discussion regarding seasonality and weather, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Quarterly Fluctuations,” of this Form 10-K Our distribution business is highly dependent on our ability to maintain favorable relationships with suppliers and manufacturers
As a distribution company, maintaining favorable relationships with our suppliers is critical to the success of our business
We believe that we add considerable value to the swimming pool supply chain and landscape supply chain by purchasing products from a large number of manufacturers and distributing the products to a highly fragmented customer base on conditions that are more favorable than these customers could obtain on their own
We believe that we currently enjoy good relationships with our suppliers, who generally offer us competitive pricing, return policies and promotional allowances
However, our inability to maintain favorable relationships with our suppliers could have an adverse effect on our business
Our largest suppliers are Pentair Corporation, Hayward Pool Products, Inc
and Waterpik Technologies, Inc, which accounted for approximately 20prca, 13prca and 7prca, respectively, of the costs of products we sold in 2005
While we do not believe that the loss of any single supplier would adversely affect our business, a decision by several suppliers, acting in concert, to sell their products directly to retail customers and other end-users of their products, bypassing distribution companies like ours, would have an adverse effect on our business
We dedicate significant resources to promote the benefits and affordability of pool ownership, which we believe greatly benefits our swimming pool customers and suppliers
We face intense competition both from within our industry and from other leisure product alternatives
We face competition from both inside and outside of our industry
Within our industry, we compete against various regional and local distributors and, to a lesser extent, mass market retailers and large pool supply retailers
Outside of our industry, we compete with sellers of other leisure product alternatives, such as boats and motor homes, and with other companies who rely on discretionary homeowner expenditures, such as 7 ______________________________________________________________________ [35]Table of Contents home remodelers
New competitors may emerge as there are low barriers to entry in our industry
Some geographic markets that we serve, particularly our largest, higher density markets in California, Florida, Texas and Arizona, representing approximately 54prca of our net sales in 2005, also tend to be more competitive than others
Mass market retailers today carry a limited range of, and devote a limited amount of shelf space to, merchandise and products targeted to our industry
Historically, mass market retailers have generally expanded by adding new stores and product breadth, but their product offering of pool and landscape related products has remained relatively constant
Should mass market retailers increase their focus on the pool or professional landscape industries, or increase the breadth of their pool and landscape related product offerings, they may become a more significant competitor for direct and end-use customers which could have an adverse impact on our business
The demand for our swimming pool and related outdoor lifestyle products may be adversely affected by economic downturns
In economic downturns, the demand for swimming pool or leisure related products may decline as discretionary consumer spending, the increase in pool eligible households and swimming pool construction decline
Although maintenance products and repair and replacement equipment that must be purchased by pool owners to maintain existing swimming pools account for more than 60prca of our gross profits, the growth of our business depends on the expansion of the installed pool base, which may be viewed by most consumers as a discretionary expenditure that may be adversely affected by economic downturns
We depend on key personnel
As such, our future success depends in large part on our ability to attract, retain and motivate qualified personnel, including our executive officers and key management personnel
If we are unable to attract and retain key personnel, our operating results could be adversely affected
Specifically, our future success depends to an extent upon the continued service of Manuel Perez de la Mesa, our Chief Executive Officer
Perez de la Mesa in particular could have a material adverse effect on our business
Perez de la Mesa is not nearing retirement age, and we have no indication that he intends to retire in the near future
We do not currently maintain key man insurance on Mr
Perez de la Mesa
We have experienced substantial sales growth in recent years through acquisitions and new service center openings that have increased our size, scope and geographic distribution
Since 2001, we have opened 23 new service centers and have completed 13 acquisitions including our acquisition of Horizon in October 2005
These acquisitions have added 93 service centers, net of service center closings and consolidations, and a centralized shipping location to our distribution networks
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
8 ______________________________________________________________________ [36]Table of Contents The growth of our business depends on effective marketing programs
The growth of our business depends on the expansion of the installed pool base
Thus, an important part of our strategy is to promote the growth of the pool industry through our extensive advertising and promotional programs that attempt to raise consumer awareness regarding the benefits and affordability of pool ownership, the ease of pool maintenance and the many ways in which a pool may be enjoyed beyond swimming
swimmingpool
com ™ and public relations campaigns
We believe these programs benefit the entire supply chain from our suppliers to our customers
We also promote the growth of our customers’ businesses through comprehensive support programs that offer promotional tools and marketing support to help generate increased sales for our customers
Our programs include such things as personalized websites, brochures, marketing campaigns and business development training
We also provide certain retail store customers with assistance in site selection, store layout and design and business management system implementation
Our inability to sufficiently develop effective advertising, marketing and promotional programs to succeed in a weakened economic environment and an increasingly competitive marketplace, in which we (and our entire supply chain) also compete with other luxury product alternatives, could have a material adverse effect on our business
Our business is highly seasonal
In 2005, approximately 64prca of our net sales and 89prca of our operating income were generated in the second and third quarters of the year, which represent the peak months of swimming pool use, installation, remodeling and repair
Our sales are substantially lower during the first and fourth quarters of the year, when we may incur net losses
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 pool chemicals and landscape chemicals and fertilizers
For example, we sell algaecides and pest control products that are regulated as pesticides under the Federal Insecticide, Fungicide and Rodenticide Act and various state pesticide laws
These laws are primarily related to labeling, annual registration and licensing
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
Increasingly, strict restrictions and limitations have resulted in increased operating costs for us, 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 we will plan accordingly to remain in compliance with changing regulations and to minimize the costs of such compliance
We store chemicals, fertilizers and other combustible materials that involve fire, safety and casualty risks
We store chemicals and fertilizers, including certain combustible, oxidizing compounds, at our service centers
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 our insurance coverage will be adequate to cover future claims that may arise or that we will be able to maintain adequate insurance in the future at rates we consider reasonable
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
9 ______________________________________________________________________ [37]Table of Contents We conduct business internationally, which exposes us to additional risks
Our international operations expose us to certain additional risks, including difficulty in staffing and managing foreign subsidiary operations, uncertain political and regulatory conditions, foreign currency fluctuations, adverse tax consequences and dependence on foreign economies
We source certain products we sell, including our private label products, from Asia and other foreign locations
There is a significant risk that we may not be able to access products in a timely and efficient manner, and we may also be subject to certain trade restrictions that prevent us from obtaining products
Fluctuations in other factors relating to foreign trade, such as tariffs, currency exchange rates, transportation costs and inflation are beyond our control
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 US were unprecedented events that have created many economic and political uncertainties, some of which may materially impact our business
Discretionary spending on leisure products such as ours is generally adversely affected during times of economic uncertainty
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