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):  October 22, 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 October 22, 2003, announcing the Company's third quarter earnings results.
Item 12.		Results of Operations and Financial Condition
		On October 22, 2003, SCP Pool Corporation, a Delaware corporation, announced its third quarter earnings results.
		A copy of the press release is filed herein 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 October 22, 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 RECORD THIRD QUARTER RESULTS
_________________________________________________

29% EARNINGS PER SHARE INCREASE

COVINGTON, La. (October 22, 2003) – SCP Pool Corporation (the “Company” or “SCP”) (Nasdaq/NM: POOL) today reported record results for the third quarter of 2003.

Earnings per share for the third quarter of 2003 increased 29% to $0.49 per diluted share on net income of $18.4 million, compared to $0.38 per diluted share on net income of $14.2 million for the third quarter of 2002.

Net sales for the three months ended September 30, 2003 increased $48.8 million, or 17%, to $337.6 million, compared to $288.8 million in the third quarter of 2002. Base business sales growth of 14% contributed $35.8 million to the increase, while acquired service centers and service centers consolidated with acquired locations accounted for the remaining increase. Same store sales growth was 12% in the third quarter of 2003.

Gross profit for the three months ended September 30, 2003 increased $17.1 million, or 23%, to $92.2 million from $75.1 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 27.3% in the third quarter of 2003 from 26.0% in the comparable 2002 period. The base business gross margin improved 20 basis points primarily due to improved selling and purchasing practices. The remaining increase in gross margin is attributable to the business acquired in our August 2002 Fort Wayne acquisition (Fort Wayne), including the consolidation of margins from the acquired manufacturing business.

Operating expenses in the third quarter of 2003 increased $10.3 million, or 20%, to $60.9 million from $50.6 million in the third quarter of 2002. Operating expenses as a percentage of net sales increased 50 basis points to 18.0% in 2003 from 17.5% in 2002 primarily due to the Fort Wayne Acquisition. Operating expenses related to Fort Wayne are typically higher due to the consolidation of the manufacturing portion of the business. Base business operating expenses as a percentage of net sales decreased 20 basis points to 17.1% in 2003 from 17.3% in 2002.

Cash provided by operations increased $18.5 million, or 45%, to $59.5 million in the first nine months of 2003 compared to $41.0 million in the same period in 2002.

“Our favorable results are due to continued improvement in our execution of our marketing and sales programs supported by strong consumer demand and reasonable weather conditions,” commented Manuel Perez de la Mesa, President and CEO.

Net sales for the nine months ended September 30, 2003 increased $141.7 million, or 17%, to $965.9 million, compared to $824.2 million in the comparable 2002 period. Base business sales growth of 10% contributed $76.0 million to the increase, while acquired service centers and locations consolidated with acquired service

POOL Reports Record Third Quarter 2003 Results
Page 2
October 22, 2003

centers accounted for the remaining increase. Same store sales growth was 8% in the first nine months of 2003. Gross profit margin increased 140 basis points to 27.5% in the first nine months of 2003 from 26.1% for the same period last year with base business gross margin increasing 40 basis points between periods. Operating income for the first nine months of 2003 increased 19% to $91.9 million, or 9.5% of net sales, compared to operating income of $77.2 million, or 9.4% of net sales in the same period last year. Earnings per share for the first nine months increased 26% to $1.45 per diluted share on net income of $53.8 million, compared to $1.15 per diluted share on net income of $44.7 million in the comparable 2002 period.

Wilson B. Sexton, Chairman, added, “The Board is pleased with the Company’s results through September 30, 2003, and especially pleased with the Company’s achievement of a new milestone in October by becoming the first company in the young swimming pool industry to realize a billion dollars in sales.”

At September 30, 2003, 170 service centers were included in the base business calculations. Of the excluded service centers, 11 were acquired within the last 15 months and 13 were existing service centers that were consolidated with acquired locations within the last 15 months. In addition to the 24 service centers excluded from the base business calculations, the same store calculations also excluded six new service centers open less than 15 months and ten locations affected by new service center openings in the immediate market areas within the last 15 months.

All share and per share data for all periods presented reflect the effects of the three–for–two stock split effective September 12, 2003.

SCP Pool Corporation is the world’s largest wholesale distributor of swimming pool supplies and related products. As of October 22, 2003, SCP distributes more than 60,000 national brand and private label products to over 45,000 customers through 195 service centers in North America and Europe. For more information about SCP, please visit www.scppool.com.

This news release may include “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 SCP’s 2002 Form 10-K and subsequent Form 10-Qs filed with the Securities and Exchange Commission.

POOL Reports Record Third Quarter 2003 Results
Page 3
October 22, 2003

Consolidated Statements of Income
(Unaudited)	Three Months				Nine Months
(In thousands, except per share data)	Ended				Ended
	September 30,				September 30,
	2003		2002		2003		2002
Net sales	$     337,611		$     288,799		$     965,883		$     824,241
Cost of sales	245,454		213,730		700,342		608,975
Gross profit	92,157		75,069		265,541		215,266
Percent	27.3	%	26.0	%	27.5	%	26.1	%
Selling and administrative expenses	60,937		50,622		173,613		138,113
Operating income	31,220		24,447		91,928		77,153
Percent	9.2	%	8.5	%	9.5	%	9.4	%
Interest expense	1,063		1,162		3,662		3,861
Income before income taxes	30,157		23,285		88,266		73,292
Provision for income taxes	11,761		9,081		34,424		28,584
Net income	$       18,396		$      14,204		$      53,842		$      44,708
Earnings per share
Basic	$       0.52		$       0.40		$       1.52		$       1.21
Diluted	$       0.49		$       0.38		$       1.45		$       1.15
Weighted average shares outstanding
Basic	35,383		35,517		35,345		36,810
Diluted	37,287		37,504		37,051		38,731

POOL Reports Record Third Quarter 2003 Results
Page 4
October 22, 2003

Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)	September 30,	September 30,
	2003	2002
Assets
Current assets
Cash and cash equivalents	$       29,714	$       11,566
Receivables, net	117,942	113,628
Product inventories, net	141,688	138,536
Prepaid expenses	4,797	3,917
Deferred income taxes	1,376	2,568
Total current assets	295,517	270,215
Property and equipment, net	24,138	19,124
Goodwill	109,156	102,606
Intangible assets, net	6,400	9,306
Other assets, net	2,729	1,023
Total assets	$       437,940	$       402,274
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	73,620	69,358
Accrued and other current liabilities	46,651	31,860
Short-term financing	62,270	-
Current portion of long-term debt and note payable	885	977
Total current liabilities	183,426	102,195
Deferred income taxes	12,599	5,734
Long-term debt, less current portion	43,033	143,549
Other long-term liabilities	2,656	3,542
Total stockholders’ equity	196,226	147,254
Total liabilities and stockholders’ equity	$       437,940	$       402,274

1. The allowance for doubtful accounts (AFDA) was $4.3 million in 2003 and $4.2 million in 2002. The AFDA represented 79% and 76% of the accounts receivable greater than 60 days past due in September 2003 and September 2002, respectively.

2. The inventory reserve was $4.5 million in September 2003 and $4.1 million in September 2002. The slowest moving class of inventory increased approximately $0.5 million from September 2002 to September 2003.

POOL Reports Record Third Quarter 2003 Results
Page 5
October 22, 2003

Condensed Consolidated Statements of Cash Flows
(Unaudited)	Nine Months Ended
(In thousands)	September 30,
	2003		2002
Operating activities
Net income	$       53,842		$       44,708
Adjustments to reconcile net income to net cash provided by
operating activities	8,582		6,500
Changes in operating assets and liabilities, net of effects
of acquisitions
Receivables	(42,701	)	(38,257	)
Product inventories	45,581		62,390
Accounts payable	(25,689	)	(42,385	)
Other	19,900		8,089
Net cash provided by operating activities	59,515		41,045
Investing activities
Acquisition of businesses, net of cash acquired	(5,262	)	(44,214	)
Purchase of property and equipment	(6,085	)	(3,445	)
Proceeds from the sale of property and equipment	5		13
Net cash used in investing activities	(11,342	)	(47,646	)
Financing activities
Net proceeds (payments) on revolving line of credit	(87,275	)	58,550
Net proceeds from asset-backed financing	62,270		-
Net proceeds from other long-term debt	2,147		-
Issuance of common stock under stock option plans	1,689		581
Purchase of treasury stock	(3,336	)	(44,870	)
Net cash provided by (used in) financing activities	(24,505	)	14,261
Effect of exchange rate changes on cash	914		382
Increase in cash and cash equivalents	24,582		8,042
Cash and cash equivalents at beginning of period	5,132		3,524
Cash and cash equivalents at end of period	$       29,714		$       11,566

POOL Reports Record Third Quarter 2003 Results
Page 6
October 22, 2003

Addendum

(In thousands)		Base Business					Acquired and Consolidated						Total
(Unaudited)		Three Months					Three Months						Three Months
		Ended					Ended						Ended
		September 30,					September 30,						September 30,
		2003			2002			2003			2002			2003			2002
Net sales	$	290,660		$	254,844		$	46,951		$	33,955		$	337,611		$	288,799
Gross profit		77,142			67,002			15,015			8,067			92,157			75,069
Gross margin		26.5	%		26.3	%		32.0	%		23.8	%		27.3	%		26.0	%
Selling and operating expenses		49,556			44,118			11,381			6,504			60,937			50,622
Expenses as a % of net sales		17.1	%		17.3	%		24.2	%		19.2	%		18.0	%		17.5	%
Operating income		27,586			22,884			3,634			1,563			31,220			24,447
Operating margin		9.5	%		9.0	%		7.7	%		4.6	%		9.2	%		8.5	%

(In thousands)		Base Business					Acquired and Consolidated						Total
(Unaudited)		Nine Months					Nine Months						Nine Months
		Ended					Ended						Ended
		September 30,					September 30,						September 30,
		2003			2002			2003			2002			2003			2002
Net sales	$	832,626		$	756,642		$	133,257		$	67,599		$	965,883		$	824,241
Gross profit		221,993			199,239			43,548			16,027			265,541			215,266
Gross margin		26.7	%		26.3	%		32.7	%		23.7	%		27.5	%		26.1	%
Selling and operating expenses		141,590			125,394			32,023			12,719			173,613			138,113
Expenses as a % of net sales		17.0	%		16.6	%		24.0	%		18.8	%		18.0	%		16.8	%
Operating income		80,403			73,845			11,525			3,308			91,928			77,153
Operating margin		9.7	%		9.8	%		8.6	%		4.9	%		9.5	%		9.4	%

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:

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

POOL Reports Record Third Quarter 2003 Results
Page 7
October 22, 2003

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 service center acquisitions and consolidations in the tables above includes the operations of the following:

• Fort Wayne Pools - January 2003 through September 2003 and August through September 2002
• Service centers consolidated with Fort Wayne locations - January 2003 through September 2003 and January 2002 through September 2002
• Capital Pools- January 2003 and January 2002
• Les Industries R.P., Inc. - May through September 2003
• Mepasa Albercas- August and September 2003
• Sud Quest Filtration- August and September 2003